<PAGE> 1
As filed with the Securities and Exchange Commission on October 30, 1996
Registration No. 333-12535
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERICAN ANNUITY GROUP, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 06-1356481
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
</TABLE>
250 EAST FIFTH STREET
CINCINNATI, OHIO 45202
(513) 333-5300
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
AMERICAN ANNUITY GROUP CAPITAL TRUST I
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 31-6538556
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
</TABLE>
250 EAST FIFTH STREET
CINCINNATI, OHIO 45202
(513) 333-5300
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
AAG HOLDING COMPANY, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
OHIO 31-1475936
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
</TABLE>
250 EAST FIFTH STREET
CINCINNATI, OHIO 45202
(513) 333-5300
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
------------------------
<TABLE>
<S> <C> <C>
with copies to: MARK F. MUETHING, ESQ. with copies to:
Gary P. Kreider, Esq. Senior Vice President, General Timothy E. Hoberg, Esq.
Keating, Muething & Klekamp, Counsel and Secretary Taft, Stettinius & Hollister
P.L.L.
1800 Provident Tower American Annuity Group, Inc. 1800 Star Bank Center
One East Fourth Street 250 East Fifth Street 425 Walnut Street
Cincinnati, Ohio 45202 Cincinnati, Ohio 45202 Cincinnati, Ohio 45202
(513) 579-6411 (513) 333-5515 (513) 381-2838
</TABLE>
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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Approximate date of commencement of proposed sale to public: AS SOON AS
PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 of the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses in connection with the offering
described in this Registration Statement:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee*...................... $ 29,742
NYSE listing fee.......................................................... 40,000
Legal fees and expenses................................................... 135,000
Accounting fees and expenses.............................................. 40,000
Printing and engraving expenses........................................... 115,000
Trustee's fees and expenses............................................... 12,000
Rating Agencies' fees..................................................... 95,000
Blue Sky fees and expenses................................................ 20,000
Miscellaneous............................................................. 13,258
--------
Total................................................................ $500,000
========
</TABLE>
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*Actual; other expenses are estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL") provides
generally and in pertinent part that a Delaware corporation may indemnify its
directors and officer against expenses, judgments, fines, and settlements
actually and reasonably incurred by them in connection with any civil suit or
action, except actions by or in the right of the corporation, or any
administrative or investigative proceeding if, in connection with the matters in
issue, they acted in good faith and in a manner they reasonably believe to be
in, or not opposed to, the best interest of the corporation, and in connection
with any criminal suit or proceeding, if in connection with the matters in
issue, they had no reasonable cause to believe their conduct was unlawful.
Section 145 further provides that, in connection with the defense or settlement
of any action by or in the right of the corporation, a Delaware corporation may
indemnify its directors and officers against expenses actually and reasonably
incurred by them if, in connection with the matters in issue, they acted in good
faith, in a manner they reasonably believed to be in, or not opposed to, the
best interests of the corporation, and without negligence or misconduct in the
performance of their duties to the corporation. Section 145 further permits a
Delaware corporation to grant its directors and officers additional rights of
indemnification through by-law provisions and otherwise.
Article VII of American Annuity Group, Inc. ("AAG"), By-Laws provides for
indemnification of directors and officers similar to that provided in Section
145 of DGCL.
Reference is made to Section 102(b)(7) of the DGCL, which enables a
corporation in its original certificate of incorporation or an amendment thereto
to eliminate or limit the personal liability of a director for violations of the
director's fiduciary duty, except (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the DGCL (providing for liability of
directors for unlawful payment of dividends or unlawful stock purchases or
redemptions) or (iv) for any transaction from which a director derived an
improper personal benefit. Article Ninth of the AAG Certificate of Incorporation
eliminates the liability of directors to the extent permitted by Section
102(b)(7) of the DGCL.
AAG also maintains directors' and officers' reimbursement and liability
insurance and has entered into agreements with its directors and officers
providing for indemnification in certain events.
Ohio Revised Code, Section 1701.13(E), allows indemnification by AAG
Holding Company, Inc. ("AAG Holding") to any person made or threatened to be
made a party to any proceedings, other than a
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<PAGE> 4
proceeding by or in the right of AAG Holding, by reason of the fact that he is
or was a director, officer, employee or agent of AAG Holding, against expenses,
including judgment and fines, if he acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of AAG Holding
and, with respect to criminal actions, in which he had no reasonable cause to
believe that his conduct was unlawful. Similar provisions apply to actions
brought by or in the right of AAG Holding, except that no indemnification shall
be made in such cases when the person shall have been adjudged to be liable for
negligence or misconduct to AAG Holding unless deemed otherwise by the court.
Indemnification is to be made by a majority vote of a quorum of disinterested
directors or the written opinion of independent counsel or by the shareholders
or by the court. AAG Holding's Regulations extends such indemnification.
The Amended and Restated Declaration of Trust (the "Declaration") of
American Annuity Group Capital Trust I (the "Trust") provides that no Property
Trustee or any of its affiliates, Delaware Trustee or any of its affiliates, or
any officer, director, shareholder, member, partner, employee, representative,
custodian, nominee or agent of the Property Trustee or the Delaware Trustee
(each, a "Fiduciary Indemnified Person"), and no Regular Trustee, affiliate of
any Regular Trustee, or any officer, director, shareholder, member, partner,
employee, representative or agent of any Regular Trustee or any affiliate
thereof, or any employee or agent of the Trust or its affiliates (each an "AAG
Holding Indemnified Person") shall be liable, responsible or accountable in
damages or otherwise to the Trust or any officer, director, shareholder,
partner, member, representative, employee or agent of the Trust or its
affiliates or to any holder of Preferred Securities for any loss, damage or
claim incurred by reason of any act or omission performed or omitted by such
Fiduciary Indemnified Person or AAG Holding Indemnified Person in good faith on
behalf of the Trust and in a manner such Fiduciary Indemnified Person or AAG
Holding Indemnified Person reasonably believed to be within the scope of the
authority conferred on such Fiduciary Indemnified Person or AAG Holding
Indemnified Person by such declaration or by law, except that a Fiduciary
Indemnified Person or AAG Holding Indemnified Person shall be liable for any
loss, damage or claim incurred by reason of such Fiduciary Indemnified Person's
or AAG Holding Indemnified Person's gross negligence or willful misconduct with
respect to such acts or omissions.
The Declaration also provides that to the full extent permitted by law, AAG
Holding shall indemnify any AAG Holding Indemnified Person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Trust) by reason
of the fact that he is or was an AAG Holding Indemnified Person against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding in he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Trust, and with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The Declaration also provides that to the full extent permitted by
law, the Company shall indemnify any AAG Holding Indemnified Person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Trust to procure a judgment
in its favor by reason of the fact that he is or was an AAG Holding Indemnified
Person against expenses (including attorneys' fees), actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Trust and except that no such
indemnification shall be made in respect of any claim, issue or matter as to
which such AAG Holding Indemnified Person shall have been adjudged to be liable
to the Trust unless and only to the extent that the Court of Chancery of
Delaware or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnify for such expenses which such Court of Chancery or such other court
shall deem proper. The Declaration further provides that expenses (including
attorneys' fees) incurred by an AAG Holding Indemnified Person in defending a
civil, criminal, administrative or investigative action, suit or proceeding
referred to in the immediately preceding two sentences shall be paid by AAG
Holding in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such AAG Holding Indemnified
Person to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by AAG Holding as authorized in the Declaration.
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<PAGE> 5
The directors and officers of AAG and the Regular Trustees are covered by
insurance policies indemnifying them against certain liabilities including
certain liabilities arising under the Securities Act of 1933 (the "Securities
Act"), which might be insured by them in such capacities and against which they
cannot be indemnified by AAG or the Trust. The Underwriting Agreement provides
that the underwriters will indemnify AAG's or AAG Holding's directors and their
officers and the Trustees who signed the Registration Statement against certain
liabilities that may arise under the Securities Act or with respect to
information furnished to AAG, AAG Holding or the Trust by or on behalf of any
such indemnifying party.
The Declaration also provides that AAG Holding shall indemnify each
Fiduciary Indemnified Person against any loss, liability or expense incurred
without negligence or bad faith on its part, arising out of or in connection
with the acceptance or administration of the trust or trusts under the Trust,
including the costs and expenses (including reasonable legal fees and expenses)
of defending itself against or investigating any claim or liability in
connection with the exercise or performance of any of its powers or duties
thereunder.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION OF DOCUMENT
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<S> <C>
1.1* Form of Underwriting Agreement for Preferred Securities
4.1* Form of Indenture
4.2* Certificate of Trust of American Annuity Group Capital Trust I
4.3* Amended and Restated Declaration of Trust of American Annuity Group Capital Trust
I
4.4* Form of Preferred Securities Guarantee Agreement by American Annuity Group, Inc.
4.5* Form of Subordinated Debenture (contained in Exhibit 4.1)
4.6* Form of Preferred Security
4.7* Form of Common Security
4.9* Form of Subordinated Debt Guarantee by American Annuity Group, Inc. (contained in
Exhibit 4.1)
4.10* Form of Common Securities Guarantee Agreement
5.1* Opinion of Keating, Muething & Klekamp, P.L.L.
5.2* Opinion of Morris, Nichols, Arsht & Tunnell
8.1 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
23.1* Consent of Ernst & Young.
23.2* Consent of Keating, Muething & Klekamp, P.L.L. (Contained on Exhibit 5.1).
23.3* Consent of Morris, Nichols, Arsht & Tunnel (Contained on Exhibit 5.2).
23.4 Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (Contained in Exhibit 8.1).
24* Powers of Attorney (contained on the signature page).
25.1* Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as
amended, of The Bank of New York, as Trustee under the Indenture
25.2* Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as
amended, of The Bank of New York, as Trustee under the Declaration of American
Annuity Group Capital Trust I
25.3* Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as
amended, of The Bank of New York, as Trustee of the Trust Preferred Securities
Guarantee for the benefit of the holders of Preferred Securities of American
Annuity Group Capital Trust I
</TABLE>
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* Previously filed
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<PAGE> 6
ITEM 17. UNDERTAKINGS.
(a) American Annuity Group, Inc. hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrants' annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrants pursuant to the foregoing provisions, or otherwise, the
Registrants have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrants of expenses
incurred or paid by a director, officer or controlling person of the Registrants
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrants will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(c) The undersigned Registrants hereby undertake that
(1) for purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrants pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective; and
(2) for the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
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<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Cincinnati, State of Ohio, as of the 29th day of
October, 1996.
AMERICAN ANNUITY GROUP, INC.
CARL H. LINDNER
By:
--------------------------
Carl H. Lindner
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- ------------------------------------ ------------------------------------ ------------------
<C> <S> <C>
* Chairman of the Board of Directors October , 1996
- ------------------------------------ (Principal Executive Officer)
Carl H. Lindner
</TABLE>
<TABLE>
<C> <S> <C>
* Director October , 1996
- ------------------------------------
S. Craig Lindner
* Director October , 1996
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Robert A. Adams
* Director October , 1996
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A. Leon Fergenson
* Director October , 1996
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Ronald G. Joseph
* Director October , 1996
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John T. Lawrence III
* Director October , 1996
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William R. Martin
* Director October , 1996
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Ronald F. Walker
* Senior Vice President, Treasurer and October , 1996
- ------------------------------------ Chief Financial Officer (Principal
William J. Maney Financial Officer and Principal
Accounting Officer)
*By: MARK F. MUETHING October 29, 1996
- ------------------------------------
Mark F. Muething
Attorney-in-Fact
</TABLE>
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<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Cincinnati, State of Ohio, as of the 29th day of
October, 1996.
AAG HOLDING COMPANY, INC.
By: CARL H. LINDNER
----------------------------------
Carl H. Lindner
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- ------------------------------------ ------------------------------------ ------------------
<C> <S> <C>
* Director October , 1996
- ------------------------------------
CARL H. LINDNER
* Director October , 1996
- ------------------------------------
S. CRAIG LINDNER
* Director October , 1996
- ------------------------------------
ROBERT A. ADAMS
* Senior Vice President, Chief October , 1996
- ------------------------------------ Financial Officer and Treasurer
WILLIAM J. MANEY (Principal Financial Officer and
Principal Accounting Officer)
*By: MARK F. MUETHING October 29, 1996
- ------------------------------------
MARK F. MUETHING
Attorney-in-Fact
</TABLE>
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<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, American
Annuity Group Capital Trust I certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Cincinnati, State of Ohio,
as of the 29th day of October, 1996.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
AMERICAN ANNUITY GROUP CAPITAL TRUST I
By: MARK F. MUETHING *
---------------------------------------
MARK F. MUETHING, as Trustee
By: *
---------------------------------------
CHRISTOPHER P. MILIANO, as Trustee
*By: MARK F. MUETHING
---------------------------------------
MARK F. MUETHING
Attorney-in-Fact
II-7
<PAGE> 1
October 30, 1996
American Annuity Group, Inc.
250 East Fifth Street
Cincinnati, OH 45202
AAG Holding Company, Inc.
250 East Fifth Street
Cincinnati, OH 45202
American Annuity Group Capital Trust I
c\o AAG Holding Company, Inc.
250 East Fifth Street
Cincinnati, OH 45202
Re: American Annuity Group, Inc./AAG Holding
Company, Inc./ American Annuity Group Capital
Trust I--Registration Statement on Form S-3
Registration No. 333-12535 Relating to 3,450,000
Trust Originated Preferred Securities
------------------------------------------------
Gentlemen:
We have acted as tax counsel for American Annuity Group, Inc.
(the "Company"), AAG Holding Company, Inc. ("AAG Holding"), and American Annuity
Group Capital Trust I (the "Trust") in connection with the proposed issuance and
sale by the Trust of its Trust Originated Preferred Securities referred to above
(the "Preferred Securities"). In connection therewith, we have participated in
the preparation of the discussion set forth under the caption "United States
Federal Income Taxation" (the "Tax Discussion") in the Prospectus (the
"Prospectus") that is part of Amendment No. 1 to the Registration Statement on
Form S-3 filed by the Company, AAG Holding, and the Trust with the Securities
and Exchange Commission on October 29, 1996 (the "Registration Statement").
Except as otherwise indicated, the terms utilized herein have the same meaning
as in the Registration Statement.
<PAGE> 2
American Annuity Group, Inc.
October 30, 1996
Page 2
Our opinion is conditioned on the accuracy of the factual
statements made in the Registration Statement and the various documents filed
therewith (together the "Registration Documents"), and on timely and full
compliance with the terms of the Registration Documents by all relevant parties
to such documents. In particular, and without limiting the scope of the
preceding sentence, we have assumed for purposes of our opinion that the
Trustees will conduct the affairs of the Trust in accordance with the Amended
and Restated Declaration of Trust of American Annuity Group Capital Trust I
substantially in the form dated October 30, 1996 (the "Declaration"). In
rendering our opinion, we also have relied upon the representations made on
behalf of the Company, AAG Holding, and the Trust in letters to us dated October
30, 1996 (the "Representation Letters").
Our opinion is based on the Internal Revenue Code of 1986, as
amended, U.S. Treasury regulations promulgated thereunder, and administrative
and judicial interpretations thereof, all as of the date hereof and all of which
are subject to change, possibly on a retroactive basis. In this regard,
legislation has been proposed that could adversely affect the Company's ability
to deduct interest on the Subordinated Debentures.
Subject to the assumptions, qualifications, and conditions set
forth herein and in the Tax Discussion section of the Prospectus and in reliance
on the Representation Letters, it is our opinion that:
1. Although not entirely free from doubt, under current law
and assuming full compliance with the terms of the Indenture and the other
Registration Documents, the Subordinated Debentures will be classified for
United States federal income tax purposes as indebtedness of AAG Holding.
2. Under current law and assuming full compliance with the
terms of the Declaration and the other Registration Documents, the Trust will be
classified for United States federal income tax purposes as a grantor trust and
not as an association taxable as a corporation. Accordingly, for United States
federal income tax purposes, each holder of Preferred Securities generally will
be considered the owner of an undivided interest in the Subordinated Debentures.
3. Although not entirely free from doubt, under current law
and assuming full compliance with the terms of the Registration Documents and
based on AAG Holding's representation that the likelihood of its exercising its
option to defer payments of interest is remote, the Subordinated Debentures will
not include original issue discount ("OID") unless and until an election to
defer the payment of interest actually is made.
<PAGE> 3
American Annuity Group, Inc.
October 30, 1996
Page 3
We have reviewed the balance of the discussion set forth in
the Prospectus under the heading "United States Federal Income Taxation," and
have concluded, subject to the qualifications set forth in the preceding
paragraph, that such discussion accurately summarizes the specific tax matters
addressed therein.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement, and to the use of our name under the headings
"United States Federal Income Taxation" and "Legal Matters" in the Prospectus.
In providing this consent, we do not thereby admit that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Commission
promulgated thereunder. This opinion is expressed as of the date hereof and we
disclaim any undertaking to advise you of any subsequent changes of the facts
stated or assumed herein or any subsequent changes in applicable law.
Very truly yours,
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
